Barnes & Noble amends shareholders rights plan

October 28, 2009

NEW YORK Barnes & Noble announced that its board of directors has amended the company’s shareholder rights plan.

The company noted the following changes:

* The board would not be able to make any additional equity grants to Len Riggio, Steve Riggio and their immediate family members and certain related trusts, executors and trustees without triggering the rights plan.

* If Len Riggio, Steve Riggio and their immediate family members and certain related trusts, executors and trustees were to acquire additional shares through the exercise of existing options, they must dispose of the option shares within 60 days after the option shares are acquired and, prior to such disposition, they must vote the option shares pro rata with all other shares voted so as not to influence the outcome of any shareholder vote.

The board adopted the rights plan in November 2009 in response to the rapid accumulation of a significant portion of Barnes & Noble’s outstanding common stock.

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